Eos Petro, Inc. (OTCBB:EOPT) entered into a definitive agreement to acquire Dune Energy Inc. (OTCPK:DUNR) for $22.1 million in cash on September 17, 2014. As per the terms of offer, Eos Petro will pay $0.3 per share for all the common shares and deferred share units of Dune Energy Inc and assume all the debt and the offer will commence no later than October 9, 2014. The tender offer will expire on the 20th business day following. Following the completion of the tender offer, if Eos is able to tender 90% of the shares then Eos will complete a short-form merger in which any remaining shares of the Dune Energy will be converted into the right to receive the same price per share. Eos has obtained debt commitment of upto $175 million and equity commitment of $75 million to fund the transaction.

Eos will negotiate with the management team at Dune to have them become a part of Eos' management team and expects James Watt to become the President and Chief Executive Officer of Eos at the closing of the merger. The Board of Directors of Dune Energy and Eos Petro unanimously approved the agreement and recommends that the Dune Energy's stockholders to tender their shares. The deal will be terminated if not complete on or before December 31, 2014. If the deal is terminated due to failure of obtaining financing by Eos, then Eos will pay $5.5 million as termination fees and if the deal is terminated by Dune Energy due to a superior offer, then Dune Energy will pay termination fees of $3.5 million. The closing of the tender offer is subject to certain conditions including minimum tender, and other customary conditions. There is no financing condition to the Offer. As on October 9, 2014, tender offer has commenced. The offer is scheduled to expire on November 6, 2014, unless extended.

As announced on November 7, 2014, the expiration of the tender offer is extended to November 20, 2014. On November 20, 2014, Eos and Dune entered into a letter agreement which amended the merger agreement to further extend the expiration date of the tender offer to December 22, 2014 and permit Dune to solicit potential acquisition proposals. The company and Eos are negotiating potential revised terms for the merger agreement of the merger. The parties have agreed to extend the tender offer to January 15, 2015 in order to allow the parties additional time to reach an agreement on revised terms to the merger agreement for the tender offer and merger. If the parties are able to agree on revised terms, the tender offer will remain open for a minimum of ten business days from the date such revised terms are agreed. As on January 16, 2015 tender offer to acquire all of the outstanding shares of common stock of Dune was extended to Friday, January 23, 2015. As per the amendment on January 23, 2015, tender offer to acquire all of the outstanding shares of common stock of Dune was extended to January 30, 2015. As on January 30, 2015, a total of approximately 72.28 million shares or 98.73% of outstanding shares had been validly tendered, satisfying the minimum tender condition. As on February 2, 2015, the tender offer was extended to February 6, 2015. As on February 5, 2015, 62.3 million shares were validly tendered. On February 6, 2015, Eos and Dune executed a seventh amendment to the Merger Agreement to extend the expiration date of offer to February 13, 2015. As on February 9, 2015, the tender offer was extended to February 13, 2015. The transaction is expected to close on March 8, 2015. As on February 13, 2015, the tender offer was extended to February 20, 2015. As of February 23, 2015, Dune Energy and Eos Petro announced that they have agreed to extend the expiration of the tender offer to acquire all of the outstanding shares of common stock of Dune to February 24, 2015.
Eos Petro, Inc. announced that both parties have agreed to extend the expiration of the tender offer to acquire all of the outstanding shares of common stock of Dune to Friday, February 27, 2015 at 12:00 Midnight, New York City time to allow the parties additional time to negotiate revised terms to the Merger Agreement.

Michael Dickman of Perella Weinberg Partners LP acted as a financial advisor to Dune Energy Inc., Bill Nelson, Ricardo Garcia-Moreno, Joe Vilardo, Jesse Gelsomini, Bob Thibault, W. Scott Wallace, Mary Mendoza, Simin Sun, Kristina Trauger, Valisa Berber-Thayer, John Eldridge and Kraig Grahmann of Haynes and Boone, LLP acted as a legal advisor to Dune Energy Inc., Global Hunter Securities, LLC acted as a financial advisor to Eos Petro, Inc. and Jeffrey Berg of Baker & Hostetler LLP acted as a legal advisor to Eos Petro, Inc. Okapi Partners, LLC is acting as information agent to the offer. Michael Briola of Anubis Partners, LLC acted as financial advisor for Eos Petro, Inc. Okapi Partners LLC acted as the information agent for Dune Energy and American Stock Transfer & Trust Company, LLC acted as the depository bank for Eos Petro, Inc.

Eos Petro, Inc. (OTCPK:EOPT) cancelled the acquisition of Dune Energy Inc. (OTCPK:DUNR) on March 4, 2015. Eos Petro was unable to secure sufficient financing to fund the offer as of the extended expiration time and no shares of Dune were purchased in the tender offer.